Last edited: May 17th, 2018
Smarp is a web based online content sharing and employee advocacy service owned and operated by Smarp Oy (hereinafter “Smarp”, “we” or “us”) that allows users (hereinafter “Users” and “User” in singular) to consume and share content created by their colleagues or their employer and approved by their employer to their connected social media platforms (hereinafter “Service”). Via the Service, a company (hereinafter ”Company”) purchases and establishes a Smarp account and we provide an online Instance comprising of the Authorized Users for the Company (hereinafter ”Company Instance”).
You as a User need to commit to certain terms as detailed in this document (hereinafter ”Terms”) so that we can perform and implement the Service for your Company. By giving consent via web or through the mobile application that we provide, you confirm to have read, understood, and accepted these Terms. The contracting party with Smarp is your employer and you agree to make any claims concerning the Service to it and not to Smarp. Smarp has agreed with your employer additional terms in the agreement we have with your employer (hereinafter ”Corporate Agreement”) that will also apply to your use of the Service.
These Terms may be updated from time to time i) so that Smarp may comply with applicable laws or in the event that new functionality is added to the Services so as to describe such functionality or ii) as otherwise deemed necessary by Smarp. Your Company will be advised of these changes in accordance with the Corporate Agreement and their approval may be required before any changes mentioned in point ii) above take effect. The amended Terms, once approved, will be visible on this page showing the date of the last revision. Your use of the Service after any such changes constitutes your acceptance of the new Terms.
You must be 18 or over to sign-up, register or use the Service.
Without limiting the foregoing, each Admin will:
(a) monitor the activities of Authorized Users on the Company Instance;
(b) ensure that only qualified users become Authorized Users and remove unqualified users, such as former employees;
(c) curate User Content for his or her Company Instance and approve User Content for display on the Company Instance and for publishing on Social Media Platforms of Authorized Users;
(d) select social media accounts (e.g. Facebook, Twitter, LinkedIn, Weibo) that are supported by us and approved by an Authorized User as content distribution channels in connection with the Service (hereinafter Social Media Platforms for the Company Instance; and
(e) remove User Content that violates these Terms.
In the event of any disputes or disagreements between members of a Company Instance, the Admin will have the final say.
Use of The Service
Unless Smarp has agreed otherwise under a Corporate Agreement, we may terminate your right as stated in these Terms and the Corporate Agreement.
You may not use shared User accounts and you may never use another User’s account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account. You must notify us immediately of any breach of security or unauthorized use of your account. We or the Company will not be liable for your losses caused by any unauthorized use of your account not caused by us.
By providing us your email address, you consent that we use the email address to perform the Service and fulfill our obligations set forth under the Corporate Agreement, including sending you Service-related notices. We will not use your e-mail address for direct marketing purposes without obtaining your prior consent. These emails are not to be forwarded or shared in any manner as they may grant their recipient access to the User account. Certain Company Instances may have negotiated further modifications to the emails we may send you. You may opt out from receiving email digests from us; however, you will continue to receive broadcast emails via the Service as long as you decide to continue to use the Service as this is an integral feature of the Service.
You agree not to use any automated system, including but not limited to, “robots”, “crawlers”, “spiders” “offline readers” etc, which would access the Service in a manner that sends more request messages to our servers than a human can reasonably produce in the same period of time by using a conventional online web browser. You agree not to collect or harvest any personally identifiable information, including account names, from the Service nor to use the communication systems provided by the Service for any commercial solicitation purposes. You agree not to use any portion of the Service as a destination linked from any unsolicited bulk messages or unsolicited commercial messages.
Company Admins or we may permanently or temporarily terminate, suspend, or otherwise refuse to permit your access to the Service without notice and liability, if, in their determination, you violate any of these Terms, including the following prohibited actions (i) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service (ii) taking any action that imposes, or may impose, at our sole discretion, an unreasonable or disproportionately large load on our infrastructure (iii) uploading invalid data, viruses, worms or other software agents through the Service (iv) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity (v) interfering with the proper working of the Service (vi) using the Service for spamming (vii) bypassing the measures we may use to prevent or restrict access to the Service, including, but not limited to, registering for the Service with an email domain name not affiliated with a Company Instance, if not invited by an Admin of the Company Instance.
Smarp may, at its sole discretion, limit the number of Authorized Users of a Company Instance, unless otherwise set forth in a Corporate Agreement.
You are responsible for the user content that you upload, post, provide, publish, display, link to or otherwise make available via the Service (hereinafter “User Content”). Please make sure that in curating and posting User Content about your Company via the Service, you do not violate any of your Company’s policies or any agreements between you and your Company. In addition, if you are no longer an eligible member of a Company Instance (e.g. you cease to be employed), you will no longer have access to the Service, and therefore may not post or publish User Content and can no longer view any User Content on the Company Instance, even though your User Content may still be displayed on the Company Instance.
You agree not to post User Content that (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal (ii) may create a risk of any other loss or damage to any person or property (iii) may constitute or contribute to a crime or tort (iv) contains any information or content that is unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, or otherwise objectionable (v) contains any information or content that is illegal (vi) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships or (vii) contains any information or content that you know is not correct and current. You confirm that you have the right to post your User Content, and the User Content that you post does not and will not violate third-party rights of any kind, including without limitation any intellectual property, rights of publicity, and privacy rights.
You grant Smarp and its subcontractors used in performance of the Service the right to copy, modify, distribute, display, and perform all of the User Content you upload or post to the Service in connection with the Service, including but not limited to making your User Content available to other Authorized Users for further redistribution within the Service to provide the Service and as needed for Smarp to comply with its obligations set forth in the Corporate Agreement. Notwithstanding anything to the contrary, Smarp may use and distribute anonymised statistics based on the Authorized Users’ usage of the Service. You grant each member of the Company Instance in which you belong, the right to copy, modify, distribute, display, and perform all of the User Content in connection with their use of the Service. You warrant that you have the right to grant the foregoing license.
You agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. Smarp does not and will not have any obligation to review User Content, and therefore we do not guarantee to you the accuracy, integrity, or quality of User Content and we cannot assure you that harmful, inaccurate, deceptive, offensive, threatening, defamatory, unlawful, or otherwise objectionable User Content will not appear on the Service. We do, however, to the extent permitted by law, reserve the right to review any or all User Content in our sole discretion and reserve the right to remove any User Content or require that an Admin removes that, in whole or in part as allowed by the Corporate Agreement. We will promptly inform you and your Admin of any such removal according to the provisions of the Corporate Agreement. Smarp will not modify your User Content other than formatting to be able to present your User Content in the Service.
Points and Rewards
Depending on the service features agreed with your Company you may be able to accumulate points through the use of the Service that may be redeemable for rewards by your company. Smarp only provides the reward system for your company to manage. The reward system is only visible if your Company has elected to take it into use.
The effectiveness of points and reward offerings will expire as provided in specific terms and conditions related to a rewards program. You may not transfer or assign to any other person or permit anyone to make use of your accumulated points, reward offers, or other privileges without your Company’s written permission. The number of points to which you may be eligible will be determined by your Company in its sole discretion. Issuance of points and rewards will be calculated solely based on records maintained by your Company. No other measurements or statistics of any kind will be accepted by Smarp or have any effect under these Terms. Termination of your access to the Company Instance will terminate any rights to, or eligibility for, any points or rewards.
Our Proprietary Rights
Except for User Content, the Service and its materials including, but not limited to, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, and music (the “Smarp Materials“), and all intellectual property rights related thereto, are the exclusive property of Smarp and its licensors. Unless explicitly provided herein, nothing in these Terms will be deemed to create a license in or under any such intellectual property rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from any materials or content accessible on the Service. Use of the Smarp Materials on the Service for any purpose not expressly permitted by these Terms is strictly prohibited.
If your Company allows that, you may choose to or we may invite you to submit feedback, comments, questions, and other information about the Service, including without limitation about how to improve the Service or our products. By submitting any such comments, you agree that your disclosure is gratuitous, unsolicited, and without restriction and that we are free to use and disclose your comments on a non-confidential basis to anyone or otherwise use them without any additional compensation to you.
When using the Service, you will comply with all applicable laws and regulations, and all terms of service and similar rules concerning your use of any Social Media Platform or other third party publishing platform (to the extent such platforms are used).
Third-Party Websites and Advertisers
No Warranty and Limitation of Liability
UNLESS OTHERWISE AGREED IN THE CORPORATE AGREEMENT THE SERVICE IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SMARP, ITS AFFILIATES, DIRECTORS, EMPLOYEES OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER LOSSES, THAT RESULT FROM YOUR USE OF, OR INABILITY TO USE, THIS SERVICE.
Unless otherwise agreed in the Corporate Agreement, the laws of Finland will govern these Terms, as well as any claim that might arise between you and us, without regard to conflict of law provisions. You agree to submit to the personal jurisdiction of the courts located in Finland for the purpose of litigating all such claims.
You may not assign or transfer any rights and licenses granted hereunder.
Please Contact us at firstname.lastname@example.org with any questions regarding these Terms. You can also contact us at the following address: